<PAGE>
                                                                     EXHIBIT 4.4


                                 GREY WOLF, INC.

                                       AND

                                   [TRUSTEE],

                                     TRUSTEE





                                    INDENTURE

                                   DATED AS OF

                                   ----------


                                 DEBT SECURITIES
                               (SUBORDINATED DEBT)



<PAGE>


                                 GREY WOLF, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE DATED AS OF
                                             -----------------

<Table>
<Caption>

SECTION OF TRUST                                                                SECTION(s) OF
INDENTURE ACT OF 1939                                                           OF INDENTURE
---------------------                                                           ------------
<S>                                                                             <C>
Section 310    (a)(1)......................................................................609
               (a)(2)......................................................................609
               (a)(3)...........................................................Not Applicable
               (a)(4)...........................................................Not Applicable
               (b)....................................................................608, 610
Section 311    (a).........................................................................613
               (b).........................................................................613
               (c)..............................................................Not Applicable
Section 312    (a)....................................................................701, 702
               (b).........................................................................702
               (c).........................................................................702
Section 313    (a).........................................................................703
               (b).........................................................................703
               (c).........................................................................703
               (d).........................................................................703
Section 314    (a)....................................................................704, 105
               (b)..............................................................Not Applicable
               (c)(1)......................................................................102
               (c)(2)......................................................................102
               (c)(3)...........................................................Not Applicable
               (d)..............................................................Not Applicable
               (e).........................................................................102
Section 315    (a).........................................................................601
               (b).........................................................................602
               (c).........................................................................601
               (d).........................................................................601
               (d)(1)................................................................603(a)(8)
               (d)(2)......................................................................601
               (d)(3)......................................................................601
               (e).........................................................................514
Section 316    (a)(1)(A)...................................................................512
               (a)(1)(B)...................................................................513
               (a)(2)...........................................................Not Applicable
               (a)(last sentence)..........................................................101
               (b).........................................................................508
Section 317    (a)(1)......................................................................503
               (a)(2)......................................................................504
               (b)........................................................................1003
Section 318    (a).........................................................................107
</Table>
----------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                       1

<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                                          PAGE
                                                                                                                          ----
<S>                                                                                                                       <C>
ARTICLE ONE DEFINITIONS ....................................................................................................1
        Section 101.  Definitions...........................................................................................1
        Section 102.  Compliance Certificates and Opinions..................................................................8
        Section 103.  Form of Documents Delivered to Trustee................................................................8
        Section 104.  Acts of Holders; Record Dates.........................................................................9
        Section 105.  Notices, Etc., to Trustee and Company................................................................11
        Section 106.  Notice to Holders; Waiver............................................................................11
        Section 107.  Conflict with Trust Indenture Act....................................................................11
        Section 108.  Effect of Headings and Table of Contents.............................................................12
        Section 109.  Successors and Assigns...............................................................................12
        Section 110.  Separability Clause..................................................................................12
        Section 111.  Benefits of Indenture................................................................................12
        Section 112.  Governing Law........................................................................................12
        Section 113.  Legal Holidays.......................................................................................12
        Section 114.  Language of Notices, Etc.............................................................................13
        Section 115.  Submission to Jurisdiction...........................................................................13
        Section 116.  Corporate Obligation.................................................................................13

ARTICLE TWO SECURITY FORMS ................................................................................................13
        Section 201.  Forms Generally......................................................................................13
        Section 202.  Form of Legend for Global Securities.................................................................14
        Section 203.  Form of Trustee's Certificate of Authentication......................................................14
        Section 204.  Securities in Global Form............................................................................14

ARTICLE THREE THE SECURITIES ..............................................................................................15
        Section 301.  Amount Unlimited; Issuable In Series.................................................................15
        Section 302.  Denominations........................................................................................19
        Section 303.  Execution, Authentication, Delivery and Dating.......................................................19
        Section 304.  Temporary Securities.................................................................................20
        Section 305.  Registration, Registration of Transfer and Exchange..................................................21
        Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.....................................................22
        Section 307.  Payment of Interest; Interest Rights Preserved.......................................................23
        Section 308.  Persons Deemed Owners................................................................................24
        Section 309.  Cancellation.........................................................................................24
        Section 310.  Computation of Interest..............................................................................24
        Section 311.  CUSIP Numbers........................................................................................24

ARTICLE FOUR SATISFACTION AND DISCHARGE ...................................................................................25
        Section 401.  Satisfaction and Discharge of Indenture..............................................................25
        Section 402.  Application of Trust Money...........................................................................26

ARTICLE FIVE REMEDIES .....................................................................................................26
        Section 501.  Events of Default....................................................................................26
</Table>



                                       i

<PAGE>


<Table>
<Caption>

                                                                                                                          PAGE
                                                                                                                          ----
<S>                                                                                                                       <C>
        Section 502.  Acceleration of Maturity; Rescission and Annulment...................................................27
        Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee......................................28
        Section 504.  Trustee May File Proofs of Claim.....................................................................29
        Section 505.  Trustee May Enforce Claims Without Possession of Securities..........................................30
        Section 506.  Application of Money Collected.......................................................................30
        Section 507.  Limitation on Suits..................................................................................30
        Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest............................31
        Section 509.  Restoration of Rights and Remedies...................................................................31
        Section 510.  Rights and Remedies Cumulative.......................................................................31
        Section 511.  Delay or Omission Not Waiver.........................................................................31
        Section 512.  Control by Holders...................................................................................32
        Section 513.  Waiver of Past Defaults..............................................................................32
        Section 514.  Undertaking for Costs................................................................................32
        Section 515.  Waiver of Stay or Extension Laws.....................................................................32

ARTICLE SIX THE TRUSTEE ...................................................................................................33
        Section 601.  Certain Duties and Responsibilities..................................................................33
        Section 602.  Notice of Defaults...................................................................................33
        Section 603.  Certain Rights of Trustee............................................................................33
        Section 604.  Not Responsible for Recitals or Issuance of Securities...............................................34
        Section 605.  May Hold Securities..................................................................................35
        Section 606.  Money Held in Trust..................................................................................35
        Section 607.  Compensation and Reimbursement.......................................................................35
        Section 608.  Conflicting Interests................................................................................35
        Section 609.  Corporate Trustee Required; Eligibility..............................................................36
        Section 610.  Resignation and Removal; Appointment of Successor....................................................36
        Section 611.  Acceptance of Appointment by Successor...............................................................37
        Section 612.  Merger, Conversion, Consolidation or Succession to Business..........................................38
        Section 613.  Preferential Collection of Claims Against Company....................................................39
        Section 614.  Appointment of Authenticating Agent..................................................................39

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............................................................41
        Section 701.  Company to Furnish Trustee Names and Addresses of Holders............................................41
        Section 702.  Preservation of Information; Communications to Holders...............................................41
        Section 703.  Reports by Trustee...................................................................................42
        Section 704.  Reports by Company...................................................................................42

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................................................42
        Section 801.  Company May Consolidate, Etc., Only on Certain Terms.................................................42
        Section 802.  Successor Substituted................................................................................43

ARTICLE NINE SUPPLEMENTAL INDENTURES ......................................................................................43
        Section 901.  Supplemental Indentures Without Consent of Holders...................................................43
        Section 902.  Supplemental Indentures With Consent of Holders......................................................44
</Table>


                                       ii


<PAGE>


<Table>
<Caption>

                                                                                                                          PAGE
                                                                                                                          ----
<S>                                                                                                                       <C>
        Section 903.  Execution of Supplemental Indentures.................................................................45
        Section 904.  Effect of Supplemental Indentures....................................................................46
        Section 905.  Conformity with Trust Indenture Act..................................................................46
        Section 906.  Reference in Securities to Supplemental Indentures...................................................46

ARTICLE TEN COVENANTS .....................................................................................................46
        Section 1001. Payment of Principal, Premium and Interest...........................................................46
        Section 1002. Maintenance of Office or Agency......................................................................46
        Section 1003. Money for Securities Payments to be Held in Trust....................................................47
        Section 1004. Statement by Officers as to Default..................................................................48
        Section 1005. Existence............................................................................................48
        Section 1006. Waiver of Certain Covenants..........................................................................48
        Section 1007. Additional Amounts...................................................................................48

ARTICLE ELEVEN REDEMPTION OF SECURITIES ...................................................................................49
        Section 1101. Applicability of Article.............................................................................49
        Section 1102. Election to Redeem; Notice to Trustee................................................................49
        Section 1103. Selection by Trustee of Securities to be Redeemed....................................................50
        Section 1104. Notice of Redemption.................................................................................50
        Section 1105. Deposit of Redemption Price..........................................................................51
        Section 1106. Securities Payable on Redemption Date................................................................51
        Section 1107. Securities Redeemed in Part..........................................................................52
        Section 1108. Purchase of Securities...............................................................................52

ARTICLE TWELVE SINKING FUNDS ..............................................................................................52
        Section 1201. Applicability of Article.............................................................................52
        Section 1202. Satisfaction of Sinking Fund Payments with Securities................................................52
        Section 1203. Redemption of Securities for Sinking Fund............................................................53

ARTICLE THIRTEEN LEGAL DEFEASANCE AND COVENANT DEFEASANCE..................................................................53
        Section 1301. Company's Option to Effect Legal Defeasance or Covenant Defeasance...................................53
        Section 1302. Legal Defeasance and Discharge.......................................................................53
        Section 1303. Covenant Defeasance..................................................................................54
        Section 1304. Conditions to Legal Defeasance or Covenant Defeasance................................................54
        Section 1305. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions.......56
        Section 1306. Reinstatement........................................................................................56
        Section 1307. Deposited Money and Government Obligations to be Held in Trust.......................................57

ARTICLE FOURTEEN SUBORDINATION OF SECURITIES...............................................................................57
        Section 1401. Securities Subordinate to Senior Debt................................................................57
        Section 1402. Payment Over of Proceeds Upon Dissolution, Etc.......................................................57
        Section 1403. Default on Senior Debt...............................................................................58
        Section 1404. Acceleration of Securities...........................................................................58
        Section 1405. Payments to be held in Trust.........................................................................58
        Section 1406. Subrogation to Rights of Holders of Senior Debt......................................................59
</Table>

                                      iii

<PAGE>


<Table>
<Caption>

                                                                                                                          PAGE
                                                                                                                          ----
<S>                                                                                                                       <C>
        Section 1407. Provisions Solely to Define Relative Rights..........................................................59
        Section 1408. Trustee to Effectuate Subordination..................................................................59
        Section 1409. No Waiver of Subordination Provisions................................................................59
        Section 1410. Notice to Trustee....................................................................................60
        Section 1411. Reliance On Judicial Order or Certificate of Liquidating Agent.......................................61
        Section 1412. Trustee Not Fiduciary for Holders of Senior Debt.....................................................61
        Section 1413. Rights of Trustee As Holder of Senior Debt; Preservation of Trustee's Rights.........................61
        Section 1414. Article Applicable to Paying Agents..................................................................62
        Section 1415. Certain Conversions or Exchanges Deemed Payment......................................................62
        Section 1416. Defeasance of This Article Fourteen..................................................................62

ARTICLE FIFTEEN MEETING OF HOLDERS OF SECURITIES...........................................................................62
        Section 1501. Purposes for which Meetings may be Called............................................................62
        Section 1502. Call, Notice and Place of Meetings...................................................................63
        Section 1503. Persons Entitled to Vote at Meetings.................................................................63
        Section 1504. Quorum; Action.......................................................................................63
        Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings..................................64
        Section 1506. Counting Votes and Recording Action of Meetings......................................................65
</Table>

                                       iv

<PAGE>

                  INDENTURE, dated as of __________, 2004 between GREY WOLF,
INC., a corporation duly organized and existing under the laws of the State of
Texas (herein called the "COMPANY"), having its principal office at 10370
Richmond Avenue, Suite 600, Houston, Texas 77042 and [ ], as Trustee (herein
called the "TRUSTEE").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured,
subordinated debentures, notes or other evidences of indebtedness (herein called
the "SECURITIES"), which may be convertible into or exchangeable for any
securities of any Persons (including the Company), to be issued in one or more
series as in this Indenture provided.

                  All things necessary to make this Indenture a valid and
legally binding agreement of the Company, in accordance with its terms, have
been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:


                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:


                                   ARTICLE ONE

                                   DEFINITIONS

Section 101. Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with United States generally accepted
accounting principles, the term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted as consistently applied by the
Company at the date of such computation;

                  (4) unless the context otherwise requires, any reference to an
"Article", a "Section" or an "Exhibit" refers to an Article, a Section or an
Exhibit, as the case may be, of or to this Indenture; and


                                       1
<PAGE>


                  (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

                  Certain terms, used principally in ARTICLE SIX and ARTICLE
THIRTEEN, are defined in those Articles.

                  "ACT", when used with respect to any Holder, has the meaning
specified in SECTION 104.

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

                  "AUTHENTICATING AGENT" means any Person authorized by the
Trustee pursuant to SECTION 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "AUTHORIZED NEWSPAPER" means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

                  "BOARD OF DIRECTORS" means either the board of directors of
the Company or any duly authorized committee of that board.

                  "BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

                  "BUSINESS DAY", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in that Place of Payment are authorized or
obligated by law or executive order to close.

                  "COMMISSION" means the United States Securities and Exchange
Commission, from time to time constituted, created under the Exchange Act, or,
if at any time after the execution of this instrument the United States
Securities and Exchange Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


                                       2
<PAGE>


                  "COMPANY" means the Person named as the "COMPANY" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"COMPANY" shall mean such successor Person.

                  "COMPANY REQUEST" or "COMPANY ORDER" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
Vice Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "CORPORATE TRUST OFFICE" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered which as of the date hereof is located at [_____________],
[____________].

                  "CORPORATION" means a corporation, association, company,
joint-stock company or business trust.

                  "COVENANT DEFEASANCE" has the meaning specified in SECTION
1303.

                  "DEFAULTED INTEREST" has the meaning specified in SECTION 307.

                  "DEPOSITARY" means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by SECTION 301.

                  "EVENT OF DEFAULT" has the meaning specified in SECTION 501.

                  "EXCHANGE ACT" means the United States Securities Exchange Act
of 1934 and any statute successor thereto, in each case as amended from time to
time.

                  "EXPIRATION DATE" has the meaning specified in Section 104.

                  "GLOBAL SECURITY" means a Security that evidences all or part
of the Securities of any series and bears the legend set forth in SECTION 202
(or such legend as may be specified as contemplated by SECTION 301 for such
Securities).

                  "GOVERNMENT OBLIGATION" has the meaning specified in SECTION
1304.

                  "HOLDER" means the Person in whose name the Security is
registered in the Security Register.

                  "INDENTURE" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "INDENTURE" shall also include the terms of particular
series of Securities established as contemplated by SECTION 301.


                                       3
<PAGE>


                  "INTEREST", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

                  "INTEREST PAYMENT DATE", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "INVESTMENT COMPANY ACT" means the United States Investment
Company Act of 1940 and any statute successor thereto, in each case as amended
from time to time.


                  "JUNIOR SECURITIES" has the meaning specified in SECTION 1415.


                  "LEGAL DEFEASANCE" has the meaning specified in SECTION 1302.

                  "MATURITY", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

                  "NOTICE OF DEFAULT" means a written notice of the kind
specified in SECTION 501(4).

                  "OFFICERS' CERTIFICATE" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to SECTION 1004 shall
be the principal executive, financial or accounting officer of the Company.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
may be counsel for or an employee of the Company.

                  "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
SECTION 502.

                  "OUTSTANDING", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (1) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

                  (2) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders
of such Securities; provided that, if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

                  (3) Securities as to which legal defeasance has been effected
pursuant to SECTION 1302; and


                                       4
<PAGE>



                  (4) Securities that have been paid pursuant to SECTION 1001 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver, or other action hereunder as
of any date or whether a quorum is present at a meeting of Holders of
Securities, (A) the principal amount of an Original Issue Discount Security
which shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of such date upon acceleration of the
Maturity thereof to such date pursuant to SECTION 502, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not
determinable, the principal amount of such Security that shall be deemed to be
Outstanding shall be the amount as specified or determined as contemplated by
SECTION 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined as of such date in the manner
provided as contemplated by SECTION 301, of the principal amount of such
Security (or, in the case of a Security described in clause (A) or (B) above, of
the amount determined as provided in such clause), and (D) Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent, waiver, or other action, or upon any such determination as to the
presence of a quorum, only Securities that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


                  "PAYING AGENT" means any Person, which may include the
Company, authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company.

                  "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "PLACE OF PAYMENT", when used with respect to the Securities
of any series, means the place or places specified in accordance with SECTION
301 where the principal of and any premium and interest on the Securities of
that series are payable.

                  "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under SECTION 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.


                                        5
<PAGE>


                  "REDEMPTION DATE", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "REDEMPTION PRICE", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by SECTION 301.

                  "RESPONSIBLE OFFICER", when used with respect to the Trustee,
means any vice president, the treasurer, any assistant treasurer, any trust
officer or assistant trust officer, the controller or any assistant controller
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject and who shall have responsibility for the administration of
this Indenture.

                  "SECURITIES" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture provided, however, that if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

                  "SECURITIES ACT" means the United States Securities Act of
1933 and any statute successor thereto, in each case as amended from time to
time.

                  "SECURITY REGISTER" and "SECURITY REGISTRAR" have the
respective meanings specified in SECTION 305.


                  "SENIOR DEBT" means all amounts due on obligations in
connection with any of the following, whether outstanding at the date of
execution of this Indenture or thereafter incurred or created: (i) the principal
of (and premium, if any) and interest due (including interest (if any) accruing
on or after the commencement of a proceeding in bankruptcy, whether or not
allowed as a claim against the Company in such bankruptcy proceeding) on the
Company's indebtedness for borrowed money and indebtedness evidenced by
securities, debentures, bonds or other similar instruments issued by the Company
(including all mandatory obligations under repurchase agreements for the payment
of the repurchase price for the securities purchased pursuant thereto); (ii) any
of the Company's obligations as lessee under leases required to be capitalized
on the balance sheet of the lessee under generally accepted accounting
principles; (iii) all of the Company's obligations for the reimbursement on any
letter of credit, banker's acceptance, security purchase facility or similar
credit transaction; (iv) all of the Company's obligations in respect of interest
rate swap, cap or other agreements, interest rate future or options contracts,
currency swap agreements, currency future or option contracts and other similar
agreements; (v) all obligations of the types referred to above of other Persons
for the payment of which the Company is responsible or liable as obligor,
guarantor or otherwise; and (vi) all obligations of the types referred to above
of other Persons secured by any lien on any



                                       6
<PAGE>


property or asset of the Company (whether or not such obligation is assumed by
the Company); provided however, that the following will not constitute Senior
Debt: (a) any indebtedness which expressly provides (i) that such
indebtedness shall not be senior in right of payment to the Securities, or (ii)
that such indebtedness shall be subordinated to any other indebtedness of the
Company, unless such indebtedness expressly provides that such indebtedness
shall be senior in right of payment to the Securities; (b) any indebtedness of
the Company in respect of the Securities; (c) any indebtedness or liability for
compensation to employees, for goods or materials purchased in the ordinary
course of business or for services; (d) any indebtedness of the Company to any
Subsidiary; and (e) any liability for federal, state, local or other taxes owed
or owing by the Company.

                  "SPECIAL RECORD DATE" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to SECTION 307.

                  "STATED MATURITY", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "SUBSIDIARY" means a corporation, limited liability company,
limited partnership, or other entity more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "VOTING STOCK" means the equity interest
that ordinarily has voting power for the election of directors, managers,
trustees, or general partners of an entity, or persons performing similar
functions, whether at all times or only so long as no senior class of equity
interest has such voting power by reason of any contingency.

                  "TRUST INDENTURE ACT" means the United States Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "TRUST INDENTURE ACT." means, to the extent required by any
such amendment, the Trust Indenture Act of 1939 as so amended.

                  "TRUSTEE" means the Person named as the "TRUSTEE" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"TRUSTEE" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "TRUSTEE" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

                  "UNITED STATES ALIEN" means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.


                                       7
<PAGE>


                  "VICE PRESIDENT", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "VICE PRESIDENT".

Section 102. Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in SECTION 1004) shall include,

                  (1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

                  (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based;

                  (3) a statement that, in the opinion of each such individual,
he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

                  (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession


                                       8
<PAGE>


of the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

Section 104. Acts of Holders; Record Dates.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments, and shall be sufficient for any purpose
of this Indenture and (subject to SECTION 601) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

                  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  The principal amount and serial numbers of Securities held by
any Person, and the date of holding the same, shall be proved by the Security
Register.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

                  The Company may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided, that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such


                                       9
<PAGE>


record date; provided, that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
SECTION 106.

                  The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration
of acceleration referred to in SECTION 502, (iii) any request to institute
proceedings referred to in SECTION 507(2) or (iv) any direction referred to in
SECTION 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in SECTION 106.

                  With respect to any record date set pursuant to this Section,
the party hereto that sets such record date may designate any day as the
"EXPIRATION DATE" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in SECTION 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto that set such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.

                  Without limiting the foregoing, a Holder entitled hereunder to
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the


                                       10
<PAGE>


principal amount of such Security or by one or more duly appointed agents each
of which may do so pursuant to such appointment with regard to all or any part
of such principal amount.

Section 105. Notices, Etc., to Trustee and Company.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing (which may be via facsimile) to or with the Trustee at
         its Corporate Trust Office, Attention: Corporate Trust Administration;
         or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument, Attention:
         Chief Financial Officer, or at any other address previously furnished
         in writing to the Trustee by the Company.

Section 106. Notice to Holders; Waiver.

                  Except as otherwise expressly provided herein, where this
Indenture provides for notice of any event to Holders of Securities, such notice
shall be sufficiently given to Holders of Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Security affected by such
event, at the address of such Holder as it appears in the Security Register, not
later than the latest date (if any), and not earlier than the earliest date (if
any), prescribed for the giving of such notice.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice to
Holders of Securities by mail, then such notification as shall be made with the
approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders of Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Security shall affect the sufficiency of
such notice with respect to other Holders.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

Section 107. Conflict with Trust Indenture Act.

                  This Indenture shall incorporate and be governed by the
provisions of the Trust Indenture Act that are required to be part of and to
govern indentures qualified under the Trust


                                       11
<PAGE>


Indenture Act. If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the former provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 111. Benefits of Indenture.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the holders of Senior Debt and the Holders of Securities,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.

Section 112. Governing Law.


                  This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York.


Section 113. Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which specifically states
that such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity.


                                       12
<PAGE>

Section 114. Language of Notices, Etc.

                  Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

Section 115. Submission to Jurisdiction.


                  The Company irrevocably submits to the non-exclusive
jurisdiction of any federal or state court in the City, County and State of New
York, United States, and any appellate court from any thereof, in any legal
suit, action or proceeding based on or arising under the Securities or this
Indenture and agrees that all claims in respect of such suit or proceeding may
be determined in any such court. The Company irrevocably waives to the fullest
extent permitted by law, any objection to any such suit, including actions,
suits or proceedings relating to the securities laws of the United States or any
state thereof, in such courts whether on the grounds of venue, residence or
domicile or the defense of an inconvenient forum or objections to personal
jurisdiction with respect to the maintenance of such legal suit, action or
proceeding. The Company agrees that the final judgment in any such suit, action
or proceeding brought in such court shall be conclusive and binding upon the
Company and may be enforced in any court to the jurisdiction of which the
Company is subject by a suit upon such judgment.


Section 116. Corporate Obligation.

                  No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Company or the Trustee or of any predecessor or successor of the
Company or the Trustee with respect to the Company's obligations on the
Securities or the obligations of the Company or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith.

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms Generally.

                  The Securities of each series shall be in substantially the
form of forms as shall be established by or pursuant to a Board Resolution or in
one or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers
executing such Securities as evidenced by their execution thereof. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by SECTION
303 for the authentication and delivery of such Securities (or any such
temporary global Security).


                                       13
<PAGE>


                  The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

Section 202. Form of Legend for Global Securities.

                  Unless otherwise specified as contemplated by SECTION 301 for
the Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN
         WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
         SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
         PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
         LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 203. Form of Trustee's Certificate of Authentication.

                  The Trustee's certificates of authentication shall be in
substantially the following form:

                  "This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

                                   [Name of Trustee],
                                   As Trustee


                                   By:
                                      -----------------------------------------
                                           Authorized Signatory

Dated:                      "
      ---------------------

Section 204. Securities in Global Form.

                  If Securities of or within a series are issuable in global
form, as specified as contemplated by SECTION 301, then any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that the
aggregate amount of Outstanding Securities represented thereby may from time to
time be reduced to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby


                                       14
<PAGE>


shall be made by the Trustee in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to SECTION 303 or SECTION 304. Subject to the
provisions of SECTION 303 and, if applicable, SECTION 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to SECTION 303 or SECTION
304 has been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with SECTION 102 and need not be
accompanied by an Opinion of Counsel.

                  The provisions of the last sentence of SECTION 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global from together with written instructions (which need not
comply with SECTION 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of SECTION 303.

                  Notwithstanding the provisions of SECTION 307, unless
otherwise specified as contemplated by SECTION 301, payment of principal of and
any premium and interest on any Security in permanent global form shall be made
to the Person or Persons specified therein.

                                 ARTICLE THREE

                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable In Series.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution and, subject to
SECTION 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

                  (1) the title of the Securities of the series, including CUSIP
numbers, if applicable, (which shall distinguish the Securities of the series
from Securities of any other series);

                  (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to SECTION 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to SECTION 303, are deemed never to have been
authenticated and delivered hereunder);


                                       15
<PAGE>


                  (3) the Trustees, Authenticating Agents, Paying Agents,
Security Registrars or other agents with respect to the series;

                  (4) the Person to whom any interest on any Security of the
series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, the extent to which, or the manner
in which, any interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided in SECTION 304;

                  (5) the date or dates on which the principal of the Securities
of the series is payable;

                  (6) the ability to issue additional Securities in the same
series;

                  (7) the price or prices at which the Securities will be sold;

                  (8) the right, if any, to extend the interest payment periods
and the duration of any such deferral period, including the maximum consecutive
period during which interest payment periods may be extended;

                  (9) provisions, if any, granting special rights to holders of
the Securities upon the occurrence of specified events;

                  (10) the terms, if any, upon which Holders may convert or
exchange (or upon which the Company may require Holders to convert or exchange)
the Securities of the series into or for the common stock, preferred stock or
other securities or property of the Company or of another Person (or upon which
the Securities of the series shall automatically convert or be exchanged into or
for such other securities or property).

                  (11) the specific subordination provisions applicable to the
Securities, if other than as set forth in ARTICLE FOURTEEN herein;

                  (12) the rate or rates at which the Securities of the series
shall bear interest, if any, which may be fixed or variable, or the method by
which such rate shall be determined, the date or dates from which any such
interest shall accrue, or the method by which such date or dates will be
determined, the Interest Payment Dates on which any such interest shall be
payable, and the Regular Record Date for the interest payable on any Securities
on any Interest Payment Date;

                  (13) in the case of Original Issue Discount Securities, the
rate of accretion of principal, which may be fixed or variable, or the method of
determining such rate, and the date or dates from which principal will accrete
or the method by which such date or dates will be determined;

                  (14) the place or places where, subject to the provisions of
SECTION 1002, the principal of and any premium, if any, and interest, if any, on
Securities of the series shall be payable, where any Securities of the series
may be surrendered for registration of transfer, where Securities of the series
may be surrendered for exchange, where Securities of the series that are


                                       16
<PAGE>


convertible or exchangeable may be surrendered for conversion or exchange, as
applicable, and notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served;

                  (15) the period or periods within which, the price or prices
at which and the terms and conditions upon which any Securities of the series
may be redeemed, in whole or in part at the option of the Company and, if other
than by a Board Resolution, the manner in which any election by the Company to
redeem the Securities shall be evidenced;

                  (16) the obligation, if any, of the Company to redeem or
purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holders thereof and the period or periods
within which, the price or prices at which and the terms and conditions upon
which any Securities of the series shall be redeemed, repaid or purchased, in
whole or in part, pursuant to such obligation;

                  (17) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which any Securities of the series shall
be issuable;

                  (18) whether the amount of payments of principal (or premium,
if any) or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or
method may be based, without limitation, on one or more currencies, commodities,
equity indices or other indices), and the manner in which such amounts shall be
determined;

                  (19) the currency or currencies, including currency units or
composite currencies, in which payment of the principal of and any premium and
interest on any Securities of the series shall be payable if other than the
currency of the United States of America and the manner of determining the
equivalent thereof in the currency of the United States of America for purposes
of the definition of "OUTSTANDING" in SECTION 101;

                  (20) if the principal of or any premium or interest on any
Securities of the series is to be payable, at the election of the Company or the
Holder thereof, in one or more currencies or currency units other than that or
those in which such Securities are stated to be payable, the currency,
currencies or currency units in which the principal of or any premium or
interest on such Securities as to which such election is made shall be payable,
the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount
shall be determined);

                  (21) if other than the entire principal amount thereof, the
portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
SECTION 502;

                  (22) the collateral, if any, securing the Securities of the
series, and the guarantors, if any, who will guarantee the Securities of the
series, or the methods of determining such collateral, if any, and such
guarantors, if any;

                  (23) whether the amount of principal, premium, if any, and
interest on the Securities of the series may be determined by reference to an
index, formula or other method,

                                       17
<PAGE>


such as one or more currencies, commodities, equity indices or other indices,
and the manner in which such amounts shall be determined;

                  (24) if the principal amount payable at the Stated Maturity of
any Securities of the series will not be determinable as of any one or more
dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount
shall be determined);

                  (25) if applicable, that the Securities of the series, in
whole or any specified part, shall be defeasible pursuant to SECTION 1302 or
SECTION 1303 or both such Sections and, if other than by a Board Resolution, the
manner in which any election by the Company to defease such Securities shall be
evidenced;


                  (26) if applicable, that any Securities of the series shall be
issuable in whole or in part in the form of one or more Global Securities and,
in such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security in
addition to or in lieu of that set forth in SECTION 202 and any circumstances in
addition to or in lieu of those set forth in the legend set forth in SECTION 202
in which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered in the name or names of Persons other than the Depositary
for such Global Security or a nominee thereof;


                  (27) any addition to or change in the Events of Default which
apply to any Securities of the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount
thereof due and payable pursuant to SECTION 502;

                  (28) any addition to or change in the covenants set forth in
ARTICLE TEN which applies to Securities of the series, including any limitation
on the Company's ability to incur debt, redeem stock or sell its assets;


                  (29) whether, under what circumstances and the currency in
which the Company will pay additional amounts as contemplated by SECTION 1007 on
the Securities of the series to any Holder who is not a United States Person(s)
(including any modification to the definition of such term) in respect of any
tax, assessment or governmental charge and, if so, whether the Company will have
the option to redeem such Securities rather than pay such additional amounts
(and the terms of any such option);


                  (30) provisions, if any, granting special rights to holders of
Securities of the series upon the occurrence of specified events; and

                  (31) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by
SECTION 901 or 902).

                  All Securities of such series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution or



                                       18
<PAGE>


supplemental indenture referred to above and (subject to SECTION 303) set forth,
or determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

                  The Securities shall be subordinated in right of payment to
Senior Debt as provided in ARTICLE FOURTEEN.

Section 302. Denominations.

                  Unless otherwise provided as contemplated by SECTION 301 with
respect to the Securities of any series, any Securities of such series, other
than Securities issued in global form (which may be of any denomination), shall
be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the forms or terms of the Securities of the series have been
established by or pursuant to one or more Board Resolutions as permitted by
SECTIONS 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to SECTION 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,


                  (1) if the forms of such Securities have been established by
or pursuant to Board Resolution as permitted by SECTION 201, that such forms
have been established in conformity with the provisions of this Indenture;


                  (2) if the terms of such Securities have been established by
or pursuant to Board Resolution as permitted by SECTION 301, that such terms
have been established in conformity with the provisions of this Indenture; and


                                       19
<PAGE>


                  (3) that such Securities when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity.

                  The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

                  Notwithstanding the provisions of SECTION 301 and of the two
preceding paragraphs, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to SECTION 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraphs at
or prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in SECTION
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

Section 304. Temporary Securities.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

                  If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of that
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series


                                       20
<PAGE>


at the office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and like
aggregate principal amount and tenor.

                  Until exchanged in full as hereinafter provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder.

Section 305. Registration, Registration of Transfer and Exchange.

                  The Company shall cause to be kept at an office or agency to
be maintained by the Company in accordance with SECTION 1002 a register (being
the combined register of the Security Registrar and all transfer agents
designated pursuant to SECTION 1002 for the purpose of registration of transfer
of Securities and sometimes collectively referred to as the "SECURITY REGISTER")
in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Securities and the registration of
transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

                  Except as otherwise provided in SECTION 203, or as may be
provided as contemplated by SECTION 301, upon surrender for registration of
transfer of any Security of a series at the office or agency of the Company
maintained pursuant to SECTION 1002 for such purpose in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount.

                  At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount, upon surrender
of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities that the Holder making
the exchange is entitled to receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee or
any transfer agent) be duly endorsed, or be accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar or
any transfer agent duly executed, by the Holder thereof or his attorney duly
authorized in writing.


                                       21
<PAGE>


                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to SECTION 304, 906 or 1107 not involving any transfer.

                  If the Securities of any series (or of any series and
specified tenor) are to be redeemed in part, the Company shall not be required
to issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before any selection of Securities
of that series to be redeemed and ending at the close of business on the day of
the mailing of the relevant notice of redemption.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

                  Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued
hereunder.

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.


                                       22
<PAGE>


Section 307. Payment of Interest; Interest Rights Preserved.

                  Except as otherwise provided as contemplated by SECTION 301
with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
special record date (a "SPECIAL RECORD DATE") for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
given to each Holder of Securities of such series in the manner set forth in
SECTION 106, not less than 10 days prior to such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
the Securities of any series in any other lawful manner not inconsistent with
the requirements of any securities exchange on which such Securities may be
listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section and
SECTION 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any


                                       23
<PAGE>


other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

                  Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and any
premium and (subject to SECTION 305 and SECTION 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of as
directed by a Company Order or in the Trustee's customary manner, which manner
shall be communicated in writing to the Company.

Section 310. Computation of Interest.

                  Except as otherwise specified as contemplated by SECTION 301
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

Section 311. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use), and, if so, the Trustee shall use such "CUSIP"
numbers in notices of redemption as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will notify the
Trustee of any change in "CUSIP" numbers.


                                       24
<PAGE>


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.


                  This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for, and any right to receive
additional amounts, as provided in SECTION 1007), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


                  (1) either

                           (A) all Securities theretofore authenticated and
delivered (other than Securities which have been destroyed, lost or stolen and
which have been replaced or paid as provided in SECTION 306 and Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in SECTION 1003) have been delivered to the Trustee
for cancellation; or

                           (B) all such Securities not theretofore delivered to
the Trustee for cancellation:

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at their
Stated Maturity within one year, or


                                    (iii) are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such purpose
money in an amount sufficient to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;


                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under SECTION 607, the
obligations of the Trustee to any Authenticating Agent under SECTION 614 and, if
money shall have been deposited with the


                                       25
<PAGE>


Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under SECTION 402 and the last paragraph of SECTION 1003 shall
survive such satisfaction and discharge.

Section 402. Application of Trust Money.

                  Subject to the provisions of the last paragraph of SECTION
1003, all money deposited with the Trustee pursuant to SECTION 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

Section 501. Events of Default.

                  "EVENT OF DEFAULT", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be occasioned by the
provisions of ARTICLE FOURTEEN or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of such default
for a period of 30 days; or,

                  (2) default in the payment of the principal of or any premium
on any Security of that series at its Maturity and (if so established as
contemplated by SECTION 301 in respect of that series), in the case of technical
or administrative difficulties only if such default persists for a period of
five days; or

                  (3) default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; or

                  (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "NOTICE OF DEFAULT" hereunder; or

                  (5) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any


                                       26
<PAGE>


applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 90 consecutive days; or

                  (6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, of the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due; or

                  (7) any other Event of Default provided with respect to
Securities of that series.

Section 502. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in SECTION 501(5) or 501(6)) with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount of all
the Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default
specified in SECTION 501(5) or 501(6) with respect to Securities of any series
at the time Outstanding occurs, the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) shall automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due
and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if


                                       27
<PAGE>


                  (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                           (A) all overdue interest on all Securities of that
series,

                           (B) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities,

                           (C) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and

                           (D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel;

                  and

                  (2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series
which has become due solely by such declaration of acceleration, have been cured
or waived as provided in SECTION 513.

                  No such rescission shall affect any subsequent default or
impair any right consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company covenants that if

                  (1) default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances, of
the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by


                                       28
<PAGE>


law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

                  If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
reasonably necessary to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim.


                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal (or lesser amount
in the case of Original Issue Discount Securities) of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal (and premium, if any), interest or any
additional amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,



                  (i) to file and prove a claim for the whole amount of
principal (or lesser amount in the case of Original Issue Discount Securities)
(and premium, if any) and interest and any additional amounts owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


                  (ii) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under SECTION 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceedings; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.


                                       29
<PAGE>


Section 505. Trustee May Enforce Claims Without Possession of Securities.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
or any premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
SECTION 607;

                  SECOND: Subject to ARTICLE FOURTEEN, to the payment of the
amounts then due and unpaid for principal of and any premium and interest on the
Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal and any premium and
interest, respectively; and

                  THIRD: To the Company.

Section 507. Limitation on Suits.

                  Subject to SECTION 508, no Holder of any Security of any
series shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless


                  (1) an Event of Default with respect to Securities of such
series shall have occurred and be continuing and such Holder has previously
given written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series;


                  (2) the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
reasonable indemnity satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and


                                       30
<PAGE>


                  (5) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to SECTIONS 305 and 307) interest on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

Section 509. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder; then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of SECTION 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.


                                       31
<PAGE>


Section 512. Control by Holders.

                  With respect to the Securities of any series, the Holders of a
majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, provided that

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture, and

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

                  (1) in the payment of the principal of or any premium or
interest on any Security of such series, or

                  (2) in respect of a covenant or provision hereof which under
ARTICLE NINE cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed that in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs including
reasonable attorneys' fees and expenses against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.

Section 515. Waiver of Stay or Extension Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force,


                                       32
<PAGE>


which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

                  The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

                  (1) this subsection shall not be construed to limit the
effect of the first paragraph of this SECTION 601;

                  (2) prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing or waiving of all
Events of Default with respect to such series which may have occurred;

                           (a) the duties and obligations of the Trustee with
respect to Securities shall be determined solely by the express provisions of
this Indenture, and the Trustee shall not be liable except for the performance
of such duties and obligations with respect to such series as are specifically
set forth in this Indenture, and no implied covenants or obligations with
respect to such series shall be read into this Indenture against the Trustee;
and

                           (b) in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether they
conform to the requirements of this Indenture;

                  (3) the Trustee shall not be liable for an error of judgement
made in good faith by a Responsible Officer, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts; and

                  (4) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities or of a series of Outstanding Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture with respect to the Securities or a
series thereof.

                  None of the provisions of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

                  Whether therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

Section 602. Notice of Defaults.

                  The Trustee shall, within 90 days of an Event of Default known
to it with respect to a series of Securities, give to the Holders thereof, in
the manner provided in SECTION 106, notice of all Events of Default with respect
to such series known to the Trustee, unless such Events of Default shall have
been cured or waived before giving of such notice; provided, however, that
except in the case of an Event of Default in the payment of the principal of, or
premium, if any, or interest on, any of the Securities of such series or in the
making of any sinking fund payment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a committee of directors
or responsible officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders thereof and
provided further that, in the case of any default as described in SECTION 501(4)
with respect to Securities of such series, no such notice to Holders of Debt
Securities of such series shall be given until the 90th day after the date of
the notice specified in such Section shall have been given. Except with respect
to an Event of Default pursuant to SECTION 501(1),(2) OR (3), the Trustee will
not be charged with knowledge of Event of Default unless written notice thereof
shall have been given to a Responsible Officer of the Corporate Trust Office by
the Company or a Holder and such notice references the Securities generally and
this Indenture.



Section 603. Certain Rights of Trustee.

                  Subject to the provisions of SECTION 601:

                  (1) the Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order, and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board
Resolution;

                  (3) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action


                                       33
<PAGE>


hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;

                  (4) the Trustee may consult with counsel of its own selection
and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

                  (5) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee reasonable security or indemnity satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

                  (6) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

                  (7) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;

                  (8) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by
it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture;



                  (9) for all purposes under this Indenture, the Trustee shall
not be deemed to have notice or knowledge of an Event of Default (other than
under Section 501(1), (2) or (3) unless written notice of such Event of Default
is received by a Responsible Officer at the Corporate Trust Office from the
Company or a Holder, and such notice references the Securities generally and
this Indenture; and



                  (10) the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and the Person employed
to act hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the


                                       34
<PAGE>


Securities. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

Section 605. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
SECTIONS 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.



Section 606. Money Held in Trust.



                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

Section 607. Compensation and Reimbursement.

                  The Company agrees

                  (1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as shall be determined to have been caused by its own
negligence or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, claim, damage or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.



                  The obligations of the Company under this SECTION 607 to
compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture.  Such
additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee, as
such, except funds held in trust for the payment of principal of, and premium,
if any, or interest on, Securities.





                  When the Trustee incurs expenses or renders services after an
Event of Default specified in SECTION 501(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency, reorganization or other similar
law.



Section 608. Conflicting Interests.

                  If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.


                                       35
<PAGE>


Section 609. Corporate Trustee Required; Eligibility.

                  There shall at all times be one (and only one) Trustee
hereunder with respect to the Securities of each series, which may be Trustee
hereunder for Securities of one or more other series. Each Trustee shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and has its Corporate
Trust Office or another office customarily used as a place of payment of
securities in New York, New York. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to
the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee with respect to the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 610. Resignation and Removal; Appointment of Successor.

                  No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of SECTION 611.

                  The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
SECTION 611 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

                  If at any time:

                  (1) the Trustee shall fail to comply with SECTION 608 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under SECTION 609
and shall fail to resign after written request therefor by the Company or by any
such Holder, or

                  (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to SECTION 514, any
Holder who has been a bona fide


                                       36
<PAGE>


Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


                  If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of SECTION 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of SECTION
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities of such series and
accepted appointment in the manner required by SECTION 611, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


                  The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
to all Holders of Securities of such series in the manner provided in SECTION
106. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an


                                       37
<PAGE>


indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


                                       38
<PAGE>


Section 613. Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of SECTION 311 of the Trust Indenture Act, but only to the
extent therein specified, regarding the collection of claims against the Company
(or any such other obligor). For purposes of SECTION 311(b)(4) and (6) of such
Act, the following terms shall mean:

                  (a) "CASH TRANSACTION" means any transaction in which full
payment for goods or securities sold is made within seven days after delivery of
the goods or securities in currency or in checks or other orders drawn upon
banks or bankers and payable upon demand; and

                  (b) "SELF-LIQUIDATING PAPER" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously constituting the
security, provided the security is received by the Trustee simultaneously with
the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation.

Section 614. Appointment of Authenticating Agent.

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to SECTION 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, and a copy of such instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.


                                       39
<PAGE>


                  Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in SECTION 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of SECTION 607.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

                  "This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

                                   [Name of Trustee],
                                   As Trustee


                                   By:
                                      -----------------------------------------
                                             As Authenticating Agent


                                   By:
                                      -----------------------------------------
                                             Authorized Officer"


                                       40
<PAGE>


                  If all of the Securities of a series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with SECTION 102 and need not be accompanied by an
Opinion of Counsel), shall appoint in accordance with this Section an
Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

                  With respect to each series of the Securities, the Company
will furnish or cause to be furnished to the Trustee

                  (1) semi-annually, not later than 15 days after each Regular
Record Date or in the case of any series of Securities on which semi-annual
interest is not payable, not more than 15 days after such semi-annual dates
specified by the Trustee, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series
as of the Regular Record Date or such semi-annual date, as the case may be, and

                  (2) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

provided, that so long as the Trustee is the Security Registrar, the Company
shall not be required to furnish or cause to be furnished such a list to the
Trustee. The Company shall otherwise comply with Section 310(a) of the Trust
Indenture Act.

Section 702. Preservation of Information; Communications to Holders.

                  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in SECTION 701 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
SECTION 701 upon receipt of a new list so furnished.

                  The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.


                  Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with this SECTION 702, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by



                                       41
<PAGE>
 reason of mailing any material pursuant to a request made under this SECTION
702. The Company, the Trustee, the Security Registrar and any other Person shall
have the protection of SECTION 312(c) of the Trust Indenture Act.

Section 703. Reports by Trustee.

                  The Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto, including SECTIONS 313(a), 313(b), 313(c) and 313(d) of the Trust
Indenture Act.

                  A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange or delisted therefrom.

Section 704. Reports by Company.


         (1) The Company covenants and agrees, and any obligor hereunder shall
covenant and agree, to file with the Trustee and the Holders, (in the manner
and to the extent provided in SECTION 703), within 15 days after the Company or
such obligor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or such obligor, as the case may be, may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act, or if
the Company or such obligor, as the case may be, is not required to file
information, documents or reports pursuant to either of such Sections, then to
file with the Trustee and the Holders (in the manner and to the extent provided
in SECTION 703) and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

         (2) The Company covenants and agrees, and any obligor hereunder shall
covenant and agree, to file with the Trustee and the Holders (in the manner
and to the extent provided in SECTION 703) and the Commission, in accordance
with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance
by the Company or such obligor, as the case may be, with the conditions and
covenants provided for in this Indenture as may be required from time to time
by such rules and regulations.

         (3) Delivery of such reports, information and documents to the Trustee
pursuant to this SECTION 704 is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on the Officers'
Certificates).


                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

                  The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person (other than a direct or indirect wholly-owned
subsidiary of the Company), and the Company shall not permit any Person (other
than a direct or indirect wholly-owned subsidiary of the Company) to consolidate
with or merge into the Company, unless:

                  (1) the Company is the surviving corporation or, in case the
Company shall consolidate with or merge into another Person or convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
the Person formed by such consolidation or into which the Company merged or the
Person which acquires by conveyance or transfer, or which leases, the properties
and assets of the Company substantially as an entirety shall be a corporation,
limited liability company, partnership or trust, organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium
and interest (including all additional amounts, if any payable pursuant to
SECTION


                                       42
<PAGE>



1007) on all the Securities and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed;


                  (2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any
Subsidiary as a result of such transaction as having been incurred by the
Company or such Subsidiary at the time of such transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing;

                  (3) if, as a result of any such consolidation or merger or
such conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by this Indenture, the Company or such
successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or
prior to) all indebtedness secured thereby; and

                  (4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

Section 802. Successor Substituted.

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with SECTION 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
reasonably satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


                                       43
<PAGE>


                  (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default for the benefit of
the Holders of all or any series of Securities (and if such additional Events of
Default are to be for the benefit of less than all series of Securities, stating
that such additional Events of Default are expressly being included solely for
the benefit of such series); or

                  (4) to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

                  (5) to secure the Securities; or

                  (6) to establish the form or terms of Securities of any series
as permitted by SECTIONS 201 and 301; or

                  (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of SECTION 611;
or

                  (8) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture, provided that such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect.

Section 902. Supplemental Indentures With Consent of Holders.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or change any obligation


                                       44
<PAGE>



of the Company to pay additional amounts pursuant to SECTION 1007 (except as
contemplated by SECTIONS 801 and 802 and permitted by SECTION 901(1)), or reduce
the amount of the principal of an Original Issue Discount Security or any other
Security which would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to SECTION 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or modify the provisions of this
Indenture with respect to the subordination of the Securities in a manner
adverse to the Holders, or


                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or

                  (3) change any obligation of the Company to maintain an office
or agency in the places and for the purposes specified in SECTION 1002, or


                  (4) modify any of the provisions of this Section, SECTION 513
or SECTION 1006, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "THE TRUSTEE" and
concomitant changes in this Section and SECTION 901, or the deletion of this
proviso, in accordance with the requirements of SECTIONS 611 and 901(7).


                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which
modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                  It shall not be necessary for any Act of Holders of Securities
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

Section 903. Execution of Supplemental Indentures.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to SECTION 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's owner's rights, duties or immunities under this Indenture
or otherwise.


                                       45
<PAGE>


Section 904. Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

                  The Company covenants and agrees for the benefit of Holders of
each series of Securities that it will duly and punctually pay the principal of
and any premium and interest on the Securities of that series in accordance with
the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

                  The Company will maintain in each Place of Payment for any
series an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect of any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations and surrenders of Securities of that
series may be made and notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the same
as its agent to receive such respective presentations, surrenders, notices and
demands. The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or


                                       46
<PAGE>


rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.


Section 1003. Money for Securities Payments to be Held in Trust.


                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of or
any premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal and any premium or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

                  The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or any
premium or interest on any Security of any series and remaining unclaimed for
two years after such principal and any premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the


                                       47
<PAGE>


expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 1004. Statement by Officers as to Default.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. The Company shall deliver to
the Trustee, as soon as reasonably practicable and in any event within 20 days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the details of such Event of
Default or default.

Section 1005. Existence.

                  Subject to ARTICLE EIGHT, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the ability of the
Company to make payments hereunder.

Section 1006. Waiver of Certain Covenants.

                  Except as otherwise specified as contemplated by SECTION 301
for Securities of such series and as contemplated by SECTION 508, the Company
may, with respect to the Securities of any series, omit in any particular
instance to comply with any term, provision or condition set forth in this
Indenture for the benefit of the Holders of such series if before the time for
such compliance the Holders of at least 50% in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

Section 1007. Additional Amounts.

                  If the Securities of a series provide for the payment of
additional amounts, the Company will pay to the Holder of any Security of such
series additional amounts as provided therein. Whenever in this Indenture there
is mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be


                                       48
<PAGE>


deemed to include mention of the payment of additional amounts provided for in
this Section to the extent that, in such context, additional amounts are, were
or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

                  If the Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities and the Company will pay to the
Trustee or such Paying Agent the additional amounts required by this Section.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by SECTION 301 for such Securities) in
accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by SECTION 301 for such Securities. In case of any redemption at the election of
the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed (unless all of the
Securities of a specified tenor are to be redeemed). In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this


                                       49
<PAGE>


Indenture, or (ii) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities, the Company shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction or condition.


Section 1103. Selection by Trustee of Securities to be Redeemed.


                  If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are
to be redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of global securities of such series. If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding
sentence.

                  The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

                  The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

Section 1104. Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
SECTION 106 to the Holders of Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,


                                       50
<PAGE>


                  (3) if less than all the Outstanding Securities of any series
consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal
amounts) of the particular Securities to be redeemed and, if less than all the
Outstanding Securities of any series consisting of a single Security are to be
redeemed, the principal amount of the particular Security to be redeemed,

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price,

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) applicable CUSIP numbers, if any.

                  A notice of redemption published as contemplated by SECTION
106 need not identify particular registered Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company and shall
be irrevocable.

Section 1105. Deposit of Redemption Price.

                  Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in SECTION 1003) an amount
of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by SECTION 301, installments of interests on
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of SECTION 307.


                                       51
<PAGE>


                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 1107. Securities Redeemed in Part.

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

Section 1108. Purchase of Securities.

                  Unless otherwise specified as contemplated by SECTION 301, the
Company and any Affiliate of the Company may at any time purchase or otherwise
acquire Securities in the open market or by private agreement. Such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. SECTION
309 shall apply to all Securities so delivered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

Section 1201. Applicability of Article.

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by SECTION 301 for such Securities.

                  The minimum amount of any sinking fund payment provided for by
the terms of any Securities is herein referred to as a "MANDATORY SINKING FUND
PAYMENT", and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "OPTIONAL SINKING FUND
PAYMENT". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in SECTION 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

                  The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or


                                       52
<PAGE>


through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to any Securities of such series required
to be made pursuant to the terms of such Securities as and to the extent
provided for by the terms of such Securities; provided that the Securities to be
so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
SECTION 1202 and will also deliver to the Trustee any Securities to be so
delivered. The Trustee shall select any Securities to be redeemed upon such
sinking fund payment date in the manner specified in SECTION 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in SECTION 1104. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in SECTIONS 1106 and 1107.

                                ARTICLE THIRTEEN

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Company's Option to Effect Legal Defeasance or Covenant
Defeasance.

                  The Company may at its option, at any time elect to have
either SECTION 1302 or SECTION 1303 applied to the Outstanding Securities of any
series upon compliance with the conditions set forth below in this ARTICLE
THIRTEEN.

Section 1302. Legal Defeasance and Discharge.

                  Upon the Company's exercise of the option provided in SECTION
1301 applicable to this Section, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of
any series on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, such legal defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under the Securities of such series and
this Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of the
Securities of such series to receive, solely from the trust fund described in
SECTION 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on the Securities


                                       53
<PAGE>


of such series when such payments are due, (B) the Company's obligations with
respect to such Securities under SECTIONS 304, 305, 306, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (D)
this ARTICLE THIRTEEN. Subject to compliance with this ARTICLE THIRTEEN, the
Company may exercise its option under this SECTION 1302 notwithstanding the
prior exercise of its option under SECTION 1303.

Section 1303. Covenant Defeasance.


                  Upon the Company's exercise of the option provided in SECTION
1301 applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such series under SECTION 801,
SECTIONS 1006 THROUGH 1007, inclusive, and any covenants provided pursuant to
SECTION 301 for the benefit of the Holders of such Securities (to the extent so
provided pursuant to SECTION 301) and (ii) the occurrence of an event specified
in SECTIONS 501(3) or (4) shall not be deemed to be an Event of Default on and
after the date the conditions set forth below are satisfied (hereinafter,
"COVENANT DEFEASANCE"). For this purpose, such covenant defeasance means that
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or clause
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or clause or by reason of any reference in any such Section or
clause to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.


Section 1304. Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
SECTION 1302 or SECTION 1303 to the then Outstanding Securities of any series:

                  (1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
SECTION 609 who shall agree to comply with the provisions of this ARTICLE
THIRTEEN applicable to it) as trust funds in trust for the purpose of making the
following payments specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series, (A) money in an
amount, or (B) Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants or a nationally recognized
investment banking firm expressed in a written certification thereof delivered
to the Trustee, (if such firms at such time customarily deliver such
certifications, and, if not, such certification may be from the principal
financial officer of the Company), to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, the
principal of, premium, if any, and each installment of interest on the
Securities on the Stated Maturity of such principal or installment of interest
in accordance with the terms of this Indenture and of the Securities of such
series. For this purpose, "GOVERNMENT OBLIGATIONS" means, with respect to any
series of Securities, securities that are (x) direct obligations of the
government that issued the currency in which such series is denominated (or, if
such series is denominated in euro, the direct obligations of any government
that is a member of the European Monetary Union) for the payment of which its
full faith and credit is pledged or (y) obligations


                                       54
<PAGE>


of a Person controlled or supervised by and acting as an agency or
instrumentality of such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in
either case, are not callable or redeemable at the option of the issuer thereof
and shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation where the relevant government is the United States of
America or a specific payment of principal of or interest on any such Government
Obligation held by such custodian for the account of the holder of such
depositary receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the such Government Obligation or the specific payment of principal of or
interest on such Government Obligation evidenced by such depository receipt.

                  (2) In the event of an election to have SECTION 1302 apply to
any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred.

                  (3) In the event of an election to have SECTION 1303 apply to
any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize gain or
loss for Federal income tax purposes as a result of such deposit and covenant
defeasance and will be subject to Federal income tax on the same amount, in the
same manner and at the same times as would have been the case if such deposit
and covenant defeasance had not occurred.

                  (4) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, together stating that all
conditions precedent provided for relating to either the legal defeasance under
SECTION 1302 or the covenant defeasance under SECTION 1303 (as the case may be)
have been complied with.

                  (5) Such legal defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company
as defined in the Investment Company Act, or such trust shall be qualified under
such act or exempt from regulation thereunder.

                  (6) At the time of such deposit, (A) no default in the payment
of any principal of or premium or interest on any Senior Debt shall have
occurred and be continuing, (B) no event of default with respect to any Senior
Debt shall have resulted in such Senior Debt becoming, and continuing to be, due
and payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided for),
and (C)


                                       55
<PAGE>


no other event of default with respect to any Senior Debt shall have occurred
and be continuing permitting (after notice or lapse of time or both) the holders
of such Senior Debt (or a trustee on behalf of such holders) to declare such
Senior Debt due and payable prior to the date on which it would otherwise have
become due and payable or; in the case of either clause (A), (B) or (C) above,
each such default or event of default shall have been cured or waived or shall
have ceased to exist.

Section 1305. Deposited Money and Government Obligations to be Held in Trust;
Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of SECTION
1003, all money and Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee (solely for purposes of
this Section and SECTION 1306, the Trustee and any such other trustee are
referred to collectively, for purposes of this SECTION 1305, as the "TRUSTEE")
pursuant to SECTION 1304 in respect of the Securities of such series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities of such series and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of the Securities of
such series, of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to SECTION 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities.


                  Anything in this ARTICLE THIRTEEN to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or Government Obligations held by it as
provided in SECTION 1304 which, in the opinion of a nationally recognized firm
of independent public accountants (or a nationally recognized investment banking
firm or the principal financial officer of the Company, as appropriate),
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent legal defeasance or covenant defeasance.


Section 1306. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with SECTION 1302 or 1303 by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to this ARTICLE THIRTEEN until such time
as the Trustee or Paying Agent is permitted to apply all such money in
accordance with SECTION 1302 or 1303; provided, however, that if the Company
makes any payment of principal of (and premium, if any) or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of the Securities of such series to
receive such payment from the money held by the Trustee or the Paying Agent.


                                       56
<PAGE>


Section 1307. Deposited Money and Government Obligations to be Held in Trust.

                  Subject to the provisions of the last paragraph of SECTION
1003, all money and Government Obligations (or other property as may be provided
pursuant to SECTION 301) (including the proceeds thereof) deposited with the
Trustee pursuant to SECTION 1304 in respect of any Securities of any series
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of
all sums due and to become due thereon in respect of principal, premium, if any,
and interest, if any, but such money need not be segregated from other funds
except as provided herein and except to the extent required by law.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

Section 1401. Securities Subordinate to Senior Debt.


                  The Company covenants and agrees, and each Holder of
Securities of any series by the Holder's acceptance thereof, likewise covenants
and agrees, that, to the extent and in the manner hereinafter set forth in this
Article, subject to the provisions of ARTICLE FOUR and ARTICLE THIRTEEN and
except as may otherwise be specified as contemplated by SECTION 301 and set
forth in the Securities of a series, the indebtedness represented by the
Securities of such series and the payment of the principal of and any premium
and interest on each and all of the Securities of such series are hereby
expressly made subordinate and junior in right of payment to the prior payment
in full of all amounts then due and payable in respect of all Senior Debt of the
Company and that the subordination is for the benefit of and enforceable by the
holders of the Senior Debt.  For the avoidance of doubt, a supplemental
indenture adopted pursuant to Section 301(11) hereof establishing a series of
Securities may provide provisions relating the subordination of that series that
differ from, add to, diminish from, or replace in their entirety all of the
provisions of this ARTICLE FOURTEEN with respect to such series of Securities
and identify the same or different Senior Debt for each series of Securities
hereunder, including provisions subordinating a series of Securities to any and
all other series of Securities.  No provision of this Article shall prevent the
occurrence of any default or Event of Default hereunder.

                  Senior Debt shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Debt then outstanding.


Section 1402. Payment Over of Proceeds Upon Dissolution, Etc.

                  In the event of:

                  (i) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company or its property,

                  (ii) any proceeding for the liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary, or bankruptcy
proceedings,

                  (iii) any assignment by the Company for the benefit of its
creditors, or

                  (iv) any other marshalling of the assets of the Company,


                                       57
<PAGE>


all Senior Debt shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made by the Company on
account of the Securities of any series. Any payment or distribution, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan or reorganization or a readjustment,
the payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities of any series, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan
of reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect to the Securities
of any series shall be paid or delivered directly to the holders of Senior Debt
in accordance with the priorities then existing among such holders until all
Senior Debt shall have been paid in full. No present or future holder of any
Senior Debt shall be prejudiced in the right to enforce subordination of the
indebtedness constituting the Securities of any series by any act of failure to
act on the part of the Company.

Section 1403. Default on Senior Debt.

                  If the Company defaults in the payment of any principal of (or
premium, if any) or interest on any Senior Debt when it becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, then, unless and until such default is cured or waived or ceases to
exist, the Company shall make no direct or indirect payment (in cash, property,
securities, by set-off or otherwise, but excluding payments in Junior
Securities) in respect of the principal of or interest on the Securities of any
series or in respect of any redemption, retirement, purchase or other
requisition of any Securities of any series.

Section 1404. Acceleration of Securities.

                  In the event of the acceleration of the maturity of the
Securities of any series, the holders of all senior debt securities of the
Company outstanding at the time of such acceleration, subject to any security
interest, shall first be entitled to receive payment in full of all amounts due
on such senior debt securities before the holders of the Securities of such
series shall be entitled to receive any payment of principal (and premium, if
any) or interest on the Securities of such series, other than payments in Junior
Securities.

Section 1405. Payments to be held in Trust.

                  If any payment or distribution under the Securities of any
series is received by the Trustee in contravention of any of the terms of this
Indenture and before all the Senior Debt has been paid in full (other than
payments in Junior Securities to the extent permitted elsewhere in this
Indenture), such payment or distribution or security will be received in trust
for the benefit of, and paid over or delivered and transferred to, the holders
of the Senior Debt at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Debt remaining unpaid to the extent necessary to pay all such Senior Debt in
full.


                                       58
<PAGE>


Section 1406. Subrogation to Rights of Holders of Senior Debt.

                  Upon the payment in full of all Senior Debt, the rights of the
holders of Securities of any series shall be subrogated to all the rights of any
holders of Senior Debt to receive any further payments or distributions
applicable to the Senior Debt until the Securities of such series shall have
been paid in full, and such payments or distributions received by the Holders of
Securities of such series by reason of such subrogation, of cash, securities or
other property which otherwise would be paid or distributed to the holders of
Senior Debt, shall, as between the Company and its creditors other than the
holders of Senior Debt, on the one hand, and the Holders of Securities of any
series, on the other, be deemed to be a payment by the Company on account of
Senior Debt, and not on account of the Securities of such series.

Section 1407. Provisions Solely to Define Relative Rights.

                  The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of Securities of any
series on the one hand and the holders of Senior Debt on the other hand. Nothing
contained in this article or elsewhere in the Indenture or in the Securities of
such series is intended to or shall

                  (a) impair, as among the Company, its creditors other than
holders of Senior Debt and the Holders of Securities of such series, the
obligation of the Company, which is absolute and unconditional (and which,
subject to the rights under this Article of the holders of Senior Debt, is
intended to rank equally with all other general obligations of the Company), to
pay to the Holders of Securities of such series the principal of (and premium,
if any) and interest on, the Securities of such series as and when the same
shall become due and payable in accordance with their terms; or

                  (b) affect the relative rights against the Company of the
Holders of Securities of such series and creditors of the Company, as the case
may be, other than the holders of Senior Debt; or

                  (c) prevent the Trustee or the Holder of any Securities of
such series from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Debt to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

Section 1408. Trustee to Effectuate Subordination.

                  Each Holder of Securities of any series by such Holder's
acceptance thereof authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

Section 1409. No Waiver of Subordination Provisions.

                  No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by


                                       59
<PAGE>


any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series, without incurring responsibility to the Holders of the Securities
of such series and without impairing or releasing the subordination provided in
this Article or the obligations hereunder of the Holders of Securities of such
series to the holders of Senior Debt, do any one or more of the following:

                  (a) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt, or otherwise amend or
supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding;

                  (b) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt;

                  (c) release any Person liable in any manner for the collection
of Senior Debt; and

                  (d) exercise or refrain from exercising any rights against the
Company and any other Person.

Section 1410. Notice to Trustee.


                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities of any series pursuant to the
provisions of this Article. Notwithstanding the provisions of this Article or
any other provision of the Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of any Securities of any series pursuant
to the provisions of this Article, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at its Corporate Trust Office
from the Company or a holder or holders of Senior Debt or from any trustee
therefor; and, prior to the receipt of any such written notice, the Trustee,
subject to the provisions of SECTION 603, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section at least three
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Securities of any
series), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such moneys and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within three Business
Days prior to such date.


                  Subject to the provisions of SECTION 603, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee therefor) to
establish that such notice has been given by a holder of Senior


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Debt (or a trustee therefor). In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Debt to participate in any payment of distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

Section 1411. Reliance On Judicial Order or Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of SECTION
603, and the Holders of Securities of any series shall be entitled to
conclusively rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution winding up or similar case or proceeding is pending,
or a certificate of the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities of such series, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article.

Section 1412. Trustee Not Fiduciary for Holders of Senior Debt.


                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt with respect to its obligations and
duties created hereunder and shall not be liable to any such holders or
creditors if it shall mistakenly and in good faith pay over or distribute to
Holders of Securities of any series or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.


Section 1413. Rights of Trustee As Holder of Senior Debt; Preservation of
Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Debt which
may at any time be held by it, to the same extent as any other holder of Senior
Debt, and nothing in the Indenture shall deprive the Trustee of any of its
rights as such holder.

                  Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to SECTION 607.


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Section 1414. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"TRUSTEE" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that this Section shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

Section 1415. Certain Conversions or Exchanges Deemed Payment.

                  For the purposes of this Article only, (a) the issuance and
delivery of securities which are subordinate in right of payment to all then
outstanding Senior Debt to substantially the same extent as the Securities are
so subordinate ("JUNIOR SECURITIES") (or cash paid in lieu of fractional shares)
upon conversion or exchange of Securities of any series as contemplated by
SECTION 301, shall not be deemed to constitute a payment or distribution on
account of the principal of or premium or interest on Securities of such series
or on account of the purchase or other acquisition of Securities of such series
and (b) the payment, issuance or delivery of cash, property or securities (other
than Junior Securities and cash paid in lieu of fractional shares) upon
conversion or exchange of Securities of any series shall be deemed to constitute
payment on account of the principal of such Securities of such series. Nothing
contained in this Article or elsewhere in the Indenture or in the Securities of
any series is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of Securities of such series
the right, which is absolute and unconditional, of the Holder of any Securities
of such series to convert or exchange such Securities of such series in
accordance with the terms specified as contemplated by SECTION 301.

Section 1416. Defeasance of This Article Fourteen.

                  The subordination of the Securities provided by this ARTICLE
FOURTEEN is expressly made subject to the provisions for legal defeasance or
covenant defeasance in ARTICLE THIRTEEN hereof and, anything herein to the
contrary notwithstanding, upon the effectiveness of any such legal defeasance or
covenant defeasance, the Securities than outstanding shall thereupon cease to be
subordinated pursuant to this ARTICLE FOURTEEN.

                                ARTICLE FIFTEEN

                        MEETING OF HOLDERS OF SECURITIES

Section 1501. Purposes for which Meetings may be Called.


                  A meeting of Holders of Securities of any or all series of
Securities may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given to or taken by Holders of Securities of such series.



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Section 1502. Call, Notice and Place of Meetings.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purposes specified in SECTION 1501, to be held
at any such time and at such place in the Borough of Manhattan, the City of New
York, as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in SECTION 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
SECTION 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, the City of New York, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


Section 1503. Persons Entitled to Vote at Meetings.


                  Upon the calling of a meeting of Holders with respect to the
Securities of a series all or part of which are represented by a Security, a
record date shall be established for determining Holders of Outstanding
Securities of such series entitled to vote at such meeting, which record date
shall be the close of business on the day the notice of the meeting of Holders
is given in accordance with SECTION 1502. The Holders on such record date, and
their designated proxies, and only such Persons, shall be entitled to vote at
such meeting of Holders. To be entitled to vote at any meeting of Holders, a
Person shall (a) be a Holder of one or more Securities or (b) be a Person
appointed by an instrument in writing as proxy by a Holder of one or more
Securities; provided, however, that in the case of any meeting of Holders with
respect to the Securities of a series all or part of which are represented by a
Security, only Holders, or their designated proxies, of record on the record
date established pursuant to SECTION 1503 hereof shall be entitled to vote at
such meeting. The only Persons who shall be entitled to be present or to speak
at any meeting of Holders shall be the Persons entitled to vote at such meeting
and their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

Section 1504. Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 50% in
principal amount of the Outstanding Securities of a series, the Persons entitled


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to vote 50% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the
time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
SECTION 1502(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to the first paragraph of
SECTION 902, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Securities of that series; provided, however, that, except as
limited by the proviso to the first paragraph of SECTION 902, any resolution
with respect to any consent or waiver which this Indenture expressly provides
may be given by the Holders of not less than 50% in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly convened and at which a quorum is present as aforesaid only by the
affirmative vote of the Holders of 50% in principal amount of the Outstanding
Securities of that series; and provided, further, that, except as limited by the
proviso to the first paragraph of SECTION 902, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or any adjourned meeting duly reconvened and at which a quorum is
present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

Section 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

                  (a) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as is shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in SECTION 104
and the appointment of any proxy shall be proved


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in the manner specified in SECTION 104 or by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by SECTION 104. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine
without the proof specified in SECTION 104 or other proof.

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in SECTION 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to SECTION 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

Section 1506. Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in SECTION 1502 and, if
applicable, SECTION 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


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                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.


                                              GREY WOLF, INC.


                                              By
                                                 ------------------------------
                                              Name:
                                                   ----------------------------
                                              Title:
                                                    ---------------------------



                                              [TRUSTEE], Trustee


                                              By:
                                                 ------------------------------
                                              Name:
                                                   ----------------------------
                                              Title:
                                                    ---------------------------


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